Exhibit 99.6(C)
UNDERWRITING AGREEMENT
December 29, 1989
Kokasai Securities Co., Ltd.
Shinjuku Nomura Building
00-0 Xxxxxxxxxxxxx 0-Xxxxx
Xxxxxxxx-xx Xxxxx 000 Xxxxx
Gentlemen:
INTRODUCTION
Each of the Keystone Custodian Funds, Series X-0, X-0, X-0, X-0, X-0, X-0,
S-3 and S-4 (hereinafter referred to collectively as the "Keystone Funds")
invites you ("Kokasai") to act as Underwriter in Japan of the shares ("Shares")
of the Keystone Funds, subject to the following terms and conditions:
1. In the distribution and sale in Japan of Shares, Kokasai agrees to act
as principal. Kokasai shall not have authority to act as agent for the Keystone
Funds, Keystone Custodian Funds, Inc. ("Keystone"), Keystone Distributors, Inc.
("KDI") or for any other dealer in any respect in such transactions.
CONCERNING THE CONTINUOUS OFFERING
2. Kokasai intends to undertake the continuous offering and sale of Shares
of Keystone Custodian Fund, Series S-4 (the "S-4 Fund") in Japan to Japanese and
non-U.S. nationals (the "Continuous Offering") and the proposed schedule of
sales charges, sub-dealer concessions and net retention by Kokasai will be as
follows:
Kokasai's-
Sales Sub-Dealer Net
Amount of Purchase Charge Concession Retention
-------------------------------------------------------------------
Y500,000 but less than Y5 million 5.0% 4.0% 1.0%
Y5 million but less than Y10 million 4.0 3.2 0.8
Y10 million but less than Y100 million 3.0 2.4 0.6
Y100 million and over 2.0 1.6 0.4
The minimum unit of sale of Shares shall be Y500,000.
Kokasai will be entitled to continuing maintenance fees for services to its
customers in accordance with the attached schedule of maintenance fees which may
be modified from time to time. Kokasai shall not have any vested right to
receive any continuing maintenance fees on Shares sold by it.
3. The Continuous Offering will be made on a forward pricing basis, i.e.,
orders accepted by Kokasai prior to the close of business in Tokyo and placed
with the S-4 Fund the same day prior to the close of the S-4 Fund's business
day, 5:00 p.m. Boston, Massachusetts time, shall be confirmed at the closing per
share net asset value, which the S-4 Fund agrees to furnish to Kokasai each day
by telex, and which Kokasai agrees to make public each day at its head and
branch offices. Orders taken by Kokasai on days when the New York Stock Exchange
is closed will be priced at the closing price on the next day when the New York
Stock Exchange is open. In the event of differences between verbal and telex
orders on the one hand, and written price confirmations on the other, the
written price confirmations shall be considered final.
4. In connection with sales to sub-dealers, the concession to sub-dealers
and Kokasai's net retention shall be subject to the regulations as set forth in
the rules concerning Foreign Securities Transactions of Japanese Securities
Dealers' Association ("Association's Rules"). Kokasai agrees to furnish the S-4
Fund with English copies of agreements entered into between Kokasai and its
sub-dealers. Such agreements and sales by sub-dealers shall conform in all cases
with the terms and conditions of this Agreement.
5. Payment at the appropriate per share net asset value shall be made to
the S-4 Fund by Kokasai and shall be received by the S-4 Fund within ten
business days after its acceptance of Kokasai's order or such shorter time as
may be required by U.S. law.
If such payment is not received by the S-4 Fund, it reserves the right
without notice, forthwith to cancel the sale in which case the S-4 Fund may hold
Kokasai responsible for any loss to it, provided, however, that this paragraph
shall have no force and effect if Kokasai's failure to pay shall be caused by
reason of force majeure.
6. Kokasai agrees to act as agent of the S-4 Fund for the purpose of
facilitating redemptions of Shares of the S-4 Fund sold pursuant to the terms of
this Agreement and held by Japanese investors. If Kokasai repurchases Shares
from its customers or customers of sub-dealers, it agrees to pay not less than
the applicable net asset value as in effect on the date of such repurchase.
7. The S-4 Fund will not accept from Kokasai any conditional orders for
sales of Shares.
8. The S-4 Fund agrees that whenever Kokasai places orders for purchase of
Shares from the S-4 Fund or redemption of Shares by the S-4 Fund, the S-4 Fund
shall unconditionally accept such orders, unless trading on the New York Stock
Exchange has been suspended or there are other reasons, including force majeure,
which prevent such unconditional acceptance. The S-4 Fund also agrees to notify
Kokasai promptly by telex after the S-4 Fund has executed any such orders from
Kokasai. In the case of sales of Shares to the S-4 Fund, the S-4 Fund agrees to
make payment to Kokasai within seven days after its acceptance of Kokasai's
order or such shorter time as may be required by U.S. law. Subject to the
provisions of this Paragraph 8, if the S-4 Fund fails to make payment to Kokasai
as above provided, the S-4 Fund agrees to indemnify and save Kokasai harmless
from any loss resulting therefrom.
9. Kokasai will pay all costs and expenses directly attributable to the
Continuous Offering, including costs of translation, filing and legal and
accounting fees and disbursements of auditors and counsel of Keystone and the
S-4 Fund in conjunction with the filing under the Ordinance of Japanese Ministry
of Finance, costs of advertising, publicity and due diligence and other
meetings, costs and expenses of translating, printing and distributing the
Japanese prospectus (hereinafter referred to, in accordance with the
Association's Rules as the "Explanatory Brochure") and other sales literature
for the Continuous Offering.
10. The S-4 Fund agrees that Kokasai, on behalf of the S-4 Fund, shall
prepare, in conformance with the Association's Rules and applicable Japanese
laws and regulations, the Explanatory Brochure covering the S-4 Fund continuous
offering based on prospectuses, securities reports, semi-annual securities
reports and material information furnished from time to time by the S-4 Fund in
connection with the S-4 Fund (hereinafter collectively referred to as
"Prospectuses-Reports"). In preparing the Explanatory Brochure, Kokasai shall
rely solely on the representations contained in the "Prospectuses-Reports."
Kokasai agrees that it will furnish a draft of the Explanatory Brochure to the
S-4 Fund's designated agent in Tokyo to obtain prior approval for the contents
thereof and will also furnish the S-4 Fund with the required number of Japanese
and English language translations of the Explanatory Brochure for filing as
required by United States law. No person is authorized to make any
representations concerning Shares of the S-4 Fund except those contained in the
then current applicable Explanatory Brochure. Kokasai also agrees that it will
deliver a copy of the then current Japanese Explanatory Brochure, at or prior to
the time of sale, to each of its own purchasers and, in the case of sale by
sub-dealers, it will require that they also deliver a copy of such Explanatory
Brochure to each of their purchasers.
11. The S-4 Fund agrees to indemnify and save Kokasai harmless from any
damages which shall have occurred in the sale of Shares of the S-4 Fund pursuant
to this Agreement to the extent such damages result from a false statement of a
material fact contained in the "Prospectuses-Reports" of the S-4 Fund, an
omission of a material fact which should be stated therein or an omission of a
material fact necessary to make the statement therein not misleading. If the
"Prospectuses-Reports" or any other material used in connection with the sale of
S-4 Fund Shares contains information furnished by Kokasai which information
contains a false statement of a material fact, an omission of a material fact
which should be stated therein, or an omission of a material fact necessary to
make the statement therein not misleading, Kokasai likewise agrees to indemnify
and save the S-4 Fund harmless from any damages it shall have incurred in any
sales of the Shares of the S-4 Fund pursuant to the terms of this Agreement.
12. The S-4 Fund agrees to designate Kokasai if Kokasai so requests, or
such other representative as shall meet the qualification requirements as set
forth in Section 1 of Article 6 of the Japanese Standard Rules Relating to
Selection of Foreign Investment Company Shares to be Sold in Japan (the
"Standard Rules") as legal agent for service of process against the S-4 Fund.
13. The S-4 Fund hereby appoints Kokasai as its agent securities company as
defined in Article 13 of the Association's Rules and Kokasai agrees that it will
submit to the Association on the S-4 Fund's behalf all such documents as may be
required by the provisions the Association's Rules.
14. The S-4 Fund agrees that all its financial statements which appear in
the Japanese Explanatory Brochure and Registration Statement, or in annual
reports to the Ministry of Finance will be certified by independent certified
public accountants who are licensed public accountants under the laws of Japan.
Any such financial statements submitted to the Ministry of Finance will be
manually signed and certified by such representative. The S-4 Fund also agrees
to submit semi-annual reports to the Ministry of Finance which need not be
certified.
15. The S-4 Fund hereby represents and warrants that it currently conforms
to the requirements of the Japanese Standard Rules. The S-4 Fund understands
that if subsequently it is made aware that it does not so conform, the S-4 Fund
will advise Kokasai promptly and Kokasai may suspend further sales of Shares
but, even in such event, the S-4 Fund will continue to be obligated to
repurchase or redeem Shares of the S-4 Fund from Kokasai as hereinbefore
provided.
16. In offering the Shares of the S-4 Fund for sale in Japan, Kokasai
agrees to comply with the applicable laws, rules, regulations and criteria of
the Ministry of Finance and Associations' Rules.
Kokasai also agrees that any advertisements used by Kokasai will in general
conform to the Statement of Policy of the United States Securities and Exchange
Commission (U.S. Release No. 40-2621), except for Paragraph (h) which deals with
comparisons.
17. With the consent of the Board of Trustees of the appropriate Keystone
Fund, Kokasai may also undertake block and/or continuous offerings of the Shares
of such other Keystone Funds on the terms and conditions herein stated or as may
be contained in any supplemental agreement hereto.
18. This Agreement is, to the extent applicable, governed by the laws of
Japan.
19. This Agreement shall continue in effect as long as permitted under the
U.S. Investment Company Act of 1940, as amended from time to time, the rules
promulgated thereunder or under the Japanese Securities and Exchange Law of
1948, appropriate exemptions therefrom. This Agreement may be terminated at any
time by mutual consent or by either party upon thirty days written notice, and
shall terminate automatically in the event of its assignment.
KEYSTONE CUSTODIAN FUND,
SERIES X-0, X-0, X-0, X-0,
X-0, X-0, S-3 and S-4, each
for itself and not jointly
By Xxxxxx X. Xxxxxx, III
-------------------------------
Title: President
ACCEPTED as of the 29th day of December 1989:
KOKASAI SECURITIES CO., LTD.
By Xxxxxxx Xxxx
-------------------------------
Title:
SCHEDULE OF MAINTENANCE FEES
Except as otherwise provided for in the Underwriting Agreement, Kokasai
will be entitled to quarterly maintenance fees based on the aggregate net asset
value of shares of the S-4 Fund which Kokasai has sold, which remain issued and
outstanding on the books of the S-4 Fund on the last business day of the
calendar quarter and which are registered in the names of clients for whom
Kokasai is broker of record ("Eligible Shares"). Such maintenance fees will be
calculated at the rate of 0.0625% per quarter of the aggregate net asset value
of all such Eligible Shares (approximately 0.25% annually); provided, however,
that no maintenance fees will be paid to Kokasai for any calendar quarter if the
aggregate net asset value of such Eligible Shares on the last business day of
the calendar quarter is less than $1 million. Quarterly maintenance fees shall
be payable 90 days after the end of the calendar quarter. Such maintenance fee
rate may be modified by the S-4 Fund from time to time without prior notice.
UNDERWRITING AGREEMENT
December 29, 1989
Nomura Securities Co., Ltd.
0-0-0, Xxxxxxxxxx, Xxxx-xx
Xxxxx, Xxxxx
Gentlemen:
INTRODUCTION
Each of the Keystone Custodian Funds, Series X-0, X-0, X-0, X-0, X-0, X-0,
S-3 and S-4 (hereinafter referred to collectively as the "Keystone Funds")
invites you ("Nomura") to act as Underwriter in Japan of the shares ("Shares")
of the Keystone Funds, subject to the following terms and conditions:
1. In the distribution and sale in Japan of Shares, Nomura agrees to act as
principal. Nomura shall not have authority to act as agent for the Keystone
Funds, Keystone Custodian Funds, Inc. ("Keystone"), Keystone Distributors, Inc.
("KDI") or for any other dealer in any respect in such transactions.
CONCERNING THE CONTINUOUS OFFERING
2. Nomura intends to undertake the continuous offering and sale of Shares
of Keystone Custodian Fund, Series S-4 (the "S-4 Fund") in Japan to Japanese and
non-U.S. nationals (the "Continuous Offering") and the proposed schedule of
sales charges, sub-dealer concessions and net retention by Nomura will be as
follows:
Nomura's-
Sales Sub-Dealer Net
Amount of Purchase Charge Concession Retention
-------------------------------------------------------------------
Y500,000 but less than Y5 million 5.0% 4.0% 1.0%
Y5 million but less than Y10 million 4.0 3.2 0.8
Y10 million but less than Y100 million 3.0 2.4 0.6
Y100 million and over 2.0 1.6 0.4
The minimum unit of sale of Shares shall be Y500,000.
Nomura will be entitled to continuing maintenance fees for services to its
customers in accordance with the attached schedule of maintenance fees which may
be modified from time to time. Nomura shall not have any vested right to receive
any continuing maintenance fees on Shares sold by it.
3. The Continuous Offering will be made on a forward pricing basis, i.e.,
orders accepted by Nomura prior to the close of business in Tokyo and placed
with the S-4 Fund the same day prior to the close of the S-4 Fund's business
day, 5:00 p.m. Boston, Massachusetts time, shall be confirmed at the closing per
share net asset value, which the S-4 Fund agrees to furnish to Nomura each day
by telex, and which Nomura agrees to make public each day at its head and branch
offices. Orders taken by Nomura on days when the New York Stock Exchange is
closed will be priced at the closing price on the next day when the New York
Stock Exchange is open. In the event of differences between verbal and telex
orders on the one hand, and written price confirmations on the other, the
written price confirmations shall be considered final.
4. In connection with sales to sub-dealers, the concession to sub-dealers
and Nomura's net retention shall be subject to the regulations as set forth in
the rules concerning Foreign Securities Transactions of Japanese Securities
Dealers' Association ("Association's Rules"). Nomura agrees to furnish the S-4
Fund with English copies of agreements entered into between Nomura and its
sub-dealers. Such agreements and sales by sub-dealers shall conform in all cases
with the terms and conditions of this Agreement.
5. Payment at the appropriate per share net asset value shall be made to
the S-4 Fund by Nomura and shall be received by the S-4 Fund within ten business
days after its acceptance of Nomura's order or such shorter time as may be
required by U.S. law.
If such payment is not received by the S-4 Fund, it reserves the right
without notice, forthwith to cancel the sale in which case the S-4 Fund may hold
Nomura responsible for any loss to it, provided, however, that this paragraph
shall have no force and effect if Nomura's failure to pay shall be caused by
reason of force majeure.
6. Nomura agrees to act as agent of the S-4 Fund for the purpose of
facilitating redemptions of Shares of the S-4 Fund sold pursuant to the terms of
this Agreement and held by Japanese investors. If Nomura repurchases Shares from
its customers or customers of sub-dealers, it agrees to pay not less than the
applicable net asset value as in effect on the date of such repurchase.
7. The S-4 Fund will not accept from Nomura any conditional orders for
sales of Shares.
8. The S-4 Fund agrees that whenever Nomura places orders for purchase of
Shares from the S-4 Fund or redemption of Shares by the S-4 Fund, the S-4 Fund
shall unconditionally accept such orders, unless trading on the New York Stock
Exchange has been suspended or there are other reasons, including force majeure,
which prevent such unconditional acceptance. The S-4 Fund also agrees to notify
Nomura promptly by telex after the S-4 Fund has executed any such orders from
Nomura. In the case of sales of Shares to the S-4 Fund, the S-4 Fund agrees to
make payment to Nomura within seven days after its acceptance of Nomura's order
or such shorter time as may be required by U.S. law. Subject to the provisions
of this Paragraph 8, if the S-4 Fund fails to make payment to Nomura as above
provided, the S-4 Fund agrees to indemnify and save Nomura harmless from any
loss resulting therefrom.
9. Nomura will pay all costs and expenses directly attributable to the
Continuous Offering, including costs of translation, filing and legal and
accounting fees and disbursements of auditors and counsel of Keystone and the
S-4 Fund in conjunction with the filing under the Ordinance of Japanese Ministry
of Finance, costs of advertising, publicity and due diligence and other
meetings, costs and expenses of translating, printing and distributing the
Japanese prospectus (hereinafter referred to, in accordance with the
Association's Rules as the "Explanatory Brochure") and other sales literature
for the Continuous Offering.
10. The S-4 Fund agrees that Nomura, on behalf of the S-4 Fund, shall
prepare, in conformance with the Association's Rules and applicable Japanese
laws and regulations, the Explanatory Brochure covering the S-4 Fund continuous
offering based on prospectuses, securities reports, semi-annual securities
reports and material information furnished from time to time by the S-4 Fund in
connection with the S-4 Fund (hereinafter collectively referred to as
"Prospectuses-Reports"). In preparing the Explanatory Brochure, Nomura shall
rely solely on the representations contained in the "Prospectuses-Reports."
Nomura agrees that it will furnish a draft of the Explanatory Brochure to the
S-4 Fund's designated agent in Tokyo to obtain prior approval for the contents
thereof and will also furnish the S-4 Fund with the required number of Japanese
and English language translations of the Explanatory Brochure for filing as
required by United States law. No person is authorized to make any
representations concerning Shares of the S-4 Fund except those contained in the
then current applicable Explanatory Brochure. Nomura also agrees that it will
deliver a copy of the then current Japanese Explanatory Brochure, at or prior to
the time of sale, to each of its own purchasers and, in the case of sale by
sub-dealers, it will require that they also deliver a copy of such Explanatory
Brochure to each of their purchasers.
11. The S-4 Fund agrees to indemnify and save Nomura harmless from any
damages which shall have occurred in the sale of Shares of the S-4 Fund pursuant
to this Agreement to the extent such damages result from a false statement of a
material fact contained in the "Prospectuses-Reports" of the S-4 Fund, an
omission of a material fact which should be stated therein or an omission of a
material fact necessary to make the statement therein not misleading. If the
"Prospectuses-Reports" or any other material used in connection with the sale of
S-4 Fund Shares contains information furnished by Nomura which information
contains a false statement of a material fact, an omission of a material fact
which should be stated therein, or an omission of a material fact necessary to
make the statement therein not misleading, Nomura likewise agrees to indemnify
and save the S-4 Fund harmless from any damages it shall have incurred in any
sales of the Shares of the S-4 Fund pursuant to the terms of this Agreement.
12. The S-4 Fund agrees to designate Nomura if Nomura so requests, or such
other representative as shall meet the qualification requirements as set forth
in Section 1 of Article 6 of the Japanese Standard Rules Relating to Selection
of Foreign Investment Company Shares to be Sold in Japan (the "Standard Rules")
as legal agent for service of process against the S-4 Fund.
13. The S-4 Fund hereby appoints Nomura as its agent securities company as
defined in Article 13 of the Association's Rules and Nomura agrees that it will
submit to the Association on the S-4 Fund's behalf all such documents as may be
required by the provisions the Association's Rules.
14. The S-4 Fund agrees that all its financial statements which appear in
the Japanese Explanatory Brochure and Registration Statement, or in annual
reports to the Ministry of Finance will be certified by independent certified
public accountants who are licensed public accountants under the laws of Japan.
Any such financial statements submitted to the Ministry of Finance will be
manually signed and certified by such representative. The S-4 Fund also agrees
to submit semi-annual reports to the Ministry of Finance which need not be
certified.
15. The S-4 Fund hereby represents and warrants that it currently conforms
to the requirements of the Japanese Standard Rules. The S-4 Fund understands
that if subsequently it is made aware that it does not so conform, the S-4 Fund
will advise Nomura promptly and Nomura may suspend further sales of Shares but,
even in such event, the S-4 Fund will continue to be obligated to repurchase or
redeem Shares of the S-4 Fund from Nomura as hereinbefore provided.
16. In offering the Shares of the S-4 Fund for sale in Japan, Nomura agrees
to comply with the applicable laws, rules, regulations and criteria of the
Ministry of Finance and Associations' Rules.
Nomura also agrees that any advertisements used by Nomura will in general
conform to the Statement of Policy of the United States Securities and Exchange
Commission (U.S. Release No. 40-2621), except for Paragraph (h) which deals with
comparisons.
17. With the consent of the Board of Trustees of the appropriate Keystone
Fund, Nomura may also undertake block and/or continuous offerings of the Shares
of such other Keystone Funds on the terms and conditions herein stated or as may
be contained in any supplemental agreement hereto.
18. This Agreement is, to the extent applicable, governed by the laws of
Japan.
19. This Agreement shall continue in effect as long as permitted under the
U.S. Investment Company Act of 1940, as amended from time to time, the rules
promulgated thereunder or under the Japanese Securities and Exchange Law of
1948, appropriate exemptions therefrom. This Agreement may be terminated at any
time by mutual consent or by either party upon thirty days written notice, and
shall terminate automatically in the event of its assignment.
KEYSTONE CUSTODIAN FUND,
SERIES X-0, X-0, X-0, X-0,
X-0, X-0, S-3 and S-4, each
for itself and not jointly
By Xxxxxx X. Xxxxxx, III
-------------------------------
Title: President
ACCEPTED as of the 29th day of December 1989:
NOMURA SECURITIES CO., LTD.
By Xx. Xxxxx
-------------------------------
Title:
SCHEDULE OF MAINTENANCE FEES
Except as otherwise provided for in the Underwriting Agreement, Nomura will
be entitled to quarterly maintenance fees based on the aggregate net asset value
of shares of the S-4 Fund which Nomura has sold, which remain issued and
outstanding on the books of the S-4 Fund on the last business day of the
calendar quarter and which are registered in the names of clients for whom
Nomura is broker of record ("Eligible Shares"). Such maintenance fees will be
calculated at the rate of 0.0625% per quarter of the aggregate net asset value
of all such Eligible Shares (approximately 0.25% annually); provided, however,
that no maintenance fees will be paid to Nomura for any calendar quarter if the
aggregate net asset value of such Eligible Shares on the last business day of
the calendar quarter is less than $1 million. Quarterly maintenance fees shall
be payable 90 days after the end of the calendar quarter. Such maintenance fee
rate may be modified by the S-4 Fund from time to time without prior notice.
